ROCKEFELLER & CO INC /ADV
SC 13G, 1999-02-17
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G


                    UNDER THE SECURITIES EXCHANGE ACT of 1934
                                (AMENDMENT NO. )*

                           Peak International Limited
                                (NAME OF ISSUER)

                                  Common Stock
                         (TITLE OF CLASS OF SECURITIES)

                                    G69586108
                                 (CUSIP NUMBER)

                                December 31, 1998
             (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

             Check the  appropriate  box to designate the rule pursuant to which
this Schedule is filed:

         [ X ] Rule 13d-1(b)

         [    ]  Rule 13d-1(c)

         [    ]  Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes)


<PAGE>


CUSIP NO. G69586108                 13G

1     NAME OF REPORTING PERSON
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Rockefeller & Co., Inc.
          I.R.S. Identification No.: 13-3006584

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                              (a)       |X|
                                              (b)       |_|

3    SEC USE ONLY

4    CITIZENSHIP OR PLACE OF ORGANIZATION
          New York

                             5      SOLE VOTING POWER
NUMBER OF                           913,180

SHARES                       6      SHARED VOTING POWER
                                    0
BENEFICIALLY
                             7      SOLE DISPOSITIVE POWER
OWNED BY                            913,180

EACH REPORTING               8      SHARED DISPOSITIVE POWER
                                    0
PERSON WITH

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          1,095,160  (see item 8)

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
          Not applicable.

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
          8.1%

12   TYPE OF REPORTING PERSON*
          IA

               *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>

Item 1(a).  Name of Issuer:

            Peak International Limited

Item 1(b).  Address of Issuer's Principal Executive Offices:

            Units 4, 5 and 7, 37th Floor
            Wharf Cable Tower
            9 Hoi Shing Road
            Tsuen Wan
            N.T., Hong Kong

Item 2(a).  Name of Person Filing:

            Rockefeller & Co., Inc.

Item 2(b).  Address of Principal Business Office:

            30 Rockefeller Plaza, New York, New York 10112

Item 2(c).  Citizenship:

            New York

Item 2(d).  Title of Class of Securities:

           Common Stock

Item 2(e).  CUSIP Number:

            G69586108

Item 3.   If this  statement  is filed  pursuant to Rules 13d-1(b), or 13d-2(b),
          check whether the person filing is a:

(a)       Broker or Dealer registered under Section 15 of the Act,

(b)       Bank as defined in Section 3(a)(6) of the Act,

(c)       Insurance Company as defined in Section 3(a)(19) of the Act,

(d)       Investment  Company  registered  under Section 8 of the Investment  
          Company Act,

<PAGE>
(e)  X    Investment Adviser registered under Section 203 of  the  Investment
          Advisers Act of 1940,

(f)       Employee  Benefit  Plan,  Pension  Fund  which  is  subject  to  the
          provisions of the Employee Retirement Income Security Act of 1974 or
          Endowment Fund; see 13d-(b)(1)(ii)(F),

(g)       Parent Holding Company, in accordance with
          Rule 13d-1(b)(ii)(G),

(h)       Group, in accordance with Rule 13d-1(b)(1)(ii)(H).

Item 4.     Ownership

            As of December 31, 1998:

       (a)  Amount Beneficially Owned:

            1,095,160

       (b) Percent of Class:

            8.1%

       (c) Number of shares as to which such person has:

           (i)   sole power to vote or to direct the vote 913,180,

           (ii)  shared power to vote or to direct the vote 0,

           (iii) sole power to dispose or to direct the
                 disposition of 913,180,

           (iv)  shared power to dispose or to direct the disposition of 0.

Item 5.   Ownership of Five Percent or Less of a Class.

          Not Applicable.
<PAGE>

Item 6.   Ownership of More than Five Percent on Behalf of
          Another Person.

     Rockefeller  & Co.,  Inc.  ("R&Co.")  is  making  this  filing on behalf of
certain clients for which it is the investment manager (collectively, the "R&Co.
clients"). Each of these R&Co. clients, individually,  owns less than 5% of this
security.  Thus,  each of the  R&Co.  clients  has the  sole  right  to  receive
dividends  from, and the proceeds from the sale of, the securities of the Issuer
owned of record by each of them.

Item 7.   Identification and Classification of the Subsidiary
          Which Acquired the Security Being Reported on By the Parent
          Holding Company.

          Not Applicable.

Item 8.   Identification and Classification of Members of the Group.

     R&Co. and L-R Managers,  LLC may be deemed to be acting together as a Group
with respect to Peak  International  Limited and therefore may be deemed to have
beneficial  ownership with respect to the Peak International  Securities held by
the other. J. Murray Logan, an affiliate of R&Co., is the investment  manager of
L-R Managers,  LLC. (see separate filing of L-R Managers, LLC dated February 16,
1999.)

Item 9.   Notice of Dissolution of Group.

          Not Applicable.

Item 10.  Certification.

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above  were  acquired  in the  ordinary  course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purpose or effect.



<PAGE>



          SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

February 16, 1999
(Date)


/s/ David A. Strawbridge
(Signature)

David A. Strawbridge, Vice President
(Name/Title)



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